Priveterra (NASDAQ:PMGM) announced this morning what it has been cooking up through seven adjournments of its special meeting to complete its combination with AEON Biopharma – up to $105 million in new funding through a mix of facilities.
Of this, $20 million is to follow the terms of the deal’s existing A-1 notes, joining $20 million in investments made by existing AEON investors at $7 per share. A new investor ACM ASOF VIII has also agreed to purchase 1,000,000 shares for $7 per share and will be further compensated with 75,000 newly issued shares.
Importantly, this $47 million in note financing alone should be enough to cover the transaction’s $45 million minimum cash condition. But, Priveterra nonetheless announced it would adjourn its special meeting an eighth time from 4 pm ET today to 4:30 pm ET July 3 to continue talk to shareholders.
This is something of an awkward meeting time late in the day sandwiched between a weekend and the Fourth of July holiday. Priveterra also has until August 11 to complete its deal, so SPACland would likely not be shocked at a ninth rain check next week.
Nonetheless, the bulk of the new financing announced today is to potentially come in the form of forward-purchase agreements with ACM ARRT and Polar Multi-Strategy Fund. These investors are to purchase up to 7,500,000 shares in an OTC prepaid equity arrangement.
These investors will be compensated for this on a per share basis at Priveterra’s redemption rate shortly after close. From then on, these investors may sell shares and terminate the agreements coverage of them. At such times they are to pay AEON the lower of $7 or 30-day VWAP per share.
The higher share price for the forward purchase agreements could counteract the possibility that the note investments at $7 could trigger Priveterra’s $9.20 Crescent Term. Such purchases would have to represent more than 60% of total equity proceeds and the SPAC’s stock would have to hit a pre-close 20-day VWAP under $9.20 in order for this to take effect.
Priveterra inked its $201.8 million business combination with drug developer AEON on December 13. Irvine, California-based AEON is working on an injection-based migraine treatment to compete with Botox for chronic and frequent sufferers.
At the SPAC of Dawn The SPAC market has been feeling considerable wind under its sails since the cycle reset last summer, but that does not mean it is smooth sailing for all portions of the process. All three SPACs that held votes yesterday wound up adjourning or postponing them, suggesting that getting through a...
Columbus Circle I (NASDAQ:CCCM) has entered into a definitive agreement to combine with ProCap Financial as part of a raise of about $1 billion in capital for the target company. ProCap aims to build a Bitcoin treasury that will eventually provide the backing for a financial institution providing investment banking services. The combined company is...
At the SPAC of Dawn SPACs have a busy week of votes ahead of them with six special meetings to approve extensions and three to complete business combinations. JVSPAC (NASDAQ:JVSA) is set to kick off the run of deal votes tomorrow as it seeks approval to tie things up with Southeast Asian hospitality chain Hotel101....
Terms Tracker for the Week Ending June 20, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. Two more SPACs priced IPOs this week, one each from Cohen and Cantor. That brings June’s IPO count to five and the 2025 year-to-date tally...
CSLM Digital Asset (NASDAQ:KOYNU) has filed for a $200 million IPO to hunt for a crypto transaction with a team that includes veterans from a variety of other SPAC efforts. The new SPAC sports 1/2 warrants in units and will have 24 months to initially close a business combination. It becomes the 16th SPAC that...